0001193125-18-196277 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG AND RIVERVIEW MERGER SUB INC. AND PENN TENANT II, LLC AND PENN NATIONAL GAMING, INC. AND BOSSIER CASINO VENTURE (HOLDCO), INC. AND SILVER SLIPPER GAMING, LLC DATED AS OF JUNE 18, 2018

Agreement and Plan of Merger • June 19th, 2018 • Vici Properties Inc. • Real estate investment trusts • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  June 19th, 2018
• Company
  Vici Properties Inc.
• Industry
  Real estate investment trusts
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of June 18, 2018, is entered into among VICI Properties Inc., a Maryland corporation (“Parent”), Riverview Merger Sub Inc., a Delaware corporation (“Merger Sub”), Penn Tenant II, LLC, a Delaware limited liability company (“Operator”), Penn National Gaming, Inc., a Pennsylvania corporation (“Guarantor” and, together with Parent, Merger Sub and Operator, “Buyer Parties” and each a “Buyer Party”), Bossier Casino Venture (HoldCo), Inc., a Delaware corporation (“HoldCo”), and Silver Slipper Gaming, LLC, a California limited liability company (acting solely in its capacity as Stockholder Representative appointed by the Stockholders in accordance with Section 10.14 of this Agreement, “Stockholder Representative”). Parent, Merger Sub, Operator, Guarantor, HoldCo and Stockholder Representative are each referred to in this Agreement as a “Party” and, collectively, as the “Parties.”

MEMBERSHIP INTEREST PURCHASE AGREEMENT

Membership Interest Purchase Agreement • June 19th, 2018 • Vici Properties Inc. • Real estate investment trusts • Delaware

• Contract Type
  Membership Interest Purchase Agreement
• Filed
  June 19th, 2018
• Company
  Vici Properties Inc.
• Industry
  Real estate investment trusts
• Jurisdiction
  Delaware

This Membership Interest Purchase Agreement (this “Agreement”), dated June 18, 2018, by and among VICI Properties Inc., a Maryland corporation (“VICI”), Riverview Merger Sub Inc., a Delaware corporation (“Merger Sub”, and together with VICI, the “VICI Parties” and each a “VICI Party”), Penn Tenant II, LLC, a Delaware limited liability company (“Operator”), and Penn National Gaming, Inc., a Pennsylvania corporation (“Penn Parent”, and together with Operator, the “PNG Parties” and each a “PNG Party”). The VICI Parties and the PNG Parties are each sometimes referred to herein as a “Buyer Party” and together as the “Buyer Parties.”